Range overview
General terms of delivery Viega Ltd.
7.7 If the Customer fails to make any payment due to Viega under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily ba- sis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 7.8 The Customer shall pay all amounts due under the Con- tract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding re- quired by law). Viega may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Viega to the Customer. 8 Termination and suspension 8.1 Viega may terminate the Contract by giving the Customer thirty (30) days’ written notice. 8.2 Without limiting its other rights or remedies, Viega may ter- minate the Contract with immediate effect by giving written notice to the Customer if: 8.2.1 the Customer commits a material breach of any term of the Contract and (if such a breach is reme- diable) fails to remedy that breach within fourteen (14) days of the Customer being notified in writing to do so; or 8.2.2 an order is made or a resolution is passed for the winding-up of the Customer or an administrator is appointed by order of the Court or by other means to manage the affairs, business and property of the Customer or a receiver and/or manager or adminis- trative receiver is validly appointed in respect of all or any of the Customer’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manage or ad- ministrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the Cus- tomer takes or suffers any similar or analogous ac- tion (in any jurisdiction) in consequence of debt; or 8.2.3 the Customer ceases, or threatens to cease, to car- ry on business; or 8.2.4 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010). 8.3 Termination of the Contract, howsoever arising, shall not affect any of the parties’ rights and remedies that have ac- crued as at termination. 8.4 Clauses which expressly or by implication survive termina- tion of the Contract shall continue in full force and effect. 9 Limitation of liability 9.1 Nothing in these Conditions shall limit or exclude either party’s liability for: 9.1.1 d eath or personal injury caused by its negligence; 9.1.2 fraud or fraudulent misrepresentation; or 9.1.3 the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors. 9.2 Subject to clause 9.1: 9.2.1 V iega shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (in- cluding negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; 9.2.2 Viega’s total liability to the Customer in respect of 10 Force majeure 10.1 Neither party shall be liable for any failure or delay in per- forming its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. 10.2 The Customer shall use all reasonable endeavours to miti- gate the effect of a Force Majeure Event on the perfor- mance of its obligations under the Contract. 10.3 If a Force Majeure Event prevents, hinders or delays the Customer’s performance of its obligations under the Con- tract for a continuous period of more than twenty (20) Busi- ness Days, Viega may terminate the Contract immediately by giving written notice to the Customer. all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the sums paid or payable by the Customer under the relevant Contract at the time that the liability arose.
11 General 11.1 Assignment and other dealings. 11.1.1 Viega may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obli- gations under the Contract without the prior written consent of Viega. 11.2 Notices. 11.2.1 A ny notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered of- fice (if it is a company) or its principal place of busi- ness (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail. 11.2.2 A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in clause 11.2.1; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Busi- ness Day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, (iv) if sent by fax or e-mail, one Business Day after suc- cessful transmission (where no failed transmission re- port or out of office message is received by the sender within one hour of sending). 11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 11.3 Severance. 11.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent neces- sary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Con- tract. 11.3.2 If any provision or part-provision of this Contract is 11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it pre- vent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 11.5 Third party rights. A person who is not a party to the Con- tract shall not have any rights to enforce its terms. 11.6 Variation. Except as set out in these Conditions, no varia- tion of the Contract, including the introduction of any addi- tional terms and conditions, shall be effective unless it is in writing and signed by Viega. 11.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. 11.8 Jurisdiction. Each party irrevocably agrees that the com- petent courts at the registered office of Viega shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject mat- ter or formation (including non-contractual disputes or claims). invalid, illegal or unenforceable, the parties shall ne- gotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
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